Item 8.01 Other Events.
On December 3, 2019, Mastercard Incorporated (the "Company") completed an
offering of $750,000,000 aggregate principal amount of its 2.000% Notes due 2025
(the "2025 Notes"). The offering of the Notes was made pursuant to the Company's
Registration Statement on Form S-3 (File No. 333-223679), which Registration
Statement relates to the offer and sale on a delayed basis from time to time of
an indeterminate amount of the Company's debt securities. Further information
concerning the Notes and related matters is set forth in the Company's
Prospectus Supplement dated November 25, 2019, which was filed with the
Securities and Exchange Commission on November 27, 2019.
In connection with the issuance of the Notes, the Company entered into an
Underwriting Agreement (the "Underwriting Agreement") with Deutsche Bank
Securities Inc., Lloyds Securities Inc., Mizuho Securities USA LLC and Santander
Investment Securities Inc. as representatives (the "Representatives") of the
several underwriters listed in Schedule II to the Underwriting Agreement. The
foregoing description of the Underwriting Agreement is qualified in its entirety
by the terms of such agreement, a copy of which is attached hereto as Exhibit
1.1 and is incorporated by reference herein.
The Notes were issued pursuant to an Indenture with Deutsche Bank Trust Company
Americas, as trustee, dated as of March 31, 2014 (the "Indenture"), together
with the officer's certificate dated as of December 3, 2019 establishing the
terms of the Notes (the "Officer's Certificate"). The Officer's Certificate is
attached hereto as Exhibit 4.1 and is incorporated by reference herein. The form
of the 2025 Notes is attached hereto as Exhibit 4.2 and is incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of November 25, 2019, among the
Company and the Representatives
4.1 Officer's Certificate of the Company, dated as of December 3, 2019
4.2 Form of Global Note representing the Company's 2.000% Notes due
2025 (included in Exhibit 4.1)
5.1 Opinion of Davis Polk & Wardwell LLP
23.1 Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104 Cover Page Interactive Data File - the cover page interactive data
file does not appear in the Interactive Data File because its XBRL
tags are embedded within the Inline XBRL document.
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